The Banking and Financial Services Act, Cap 387 Credit Reference Services (Licensing) Guidelines, 2006

Transcription

1 BANK Of ZAMBIA Banking and Financial Services Act, Cap 387 of the Laws of Zambia The Banking and Financial Services Act, Cap 387 Credit Reference Services (Licensing) Guidelines, 2006 In exercise of the powers conferred upon the Bank of Zambia by Section One hundred and twenty five of the Banking and Financial Services Act, the following Guidelines are hereby made: Title and Commencement 1. These Guidelines may be cited as the Banking and Financial Services (Credit Reference Agency Licensing) Guidelines of 2006 and shall come into force on the date on which these Guidelines shall be published. Interpretation 2. In these Guidelines, unless the context otherwise requires: Act means the Banking and Financial Services Act, Cap 387 of the Laws of Zambia Credit Data means any positive or negative data relating to a person collected by a credit provider in the course of or in connection with the provision of credit, or any data collected by or generated in the data base of a Credit Reference Agency in the course of or in connection with the providing of credit reference services. Credit provider means any agency or entity that carries on a business involving the provision of credit to a person and includes: (i) a bank, financial institution or financial business within the meaning of section 2 of the BFSA, Cap 387 of the Laws of Zambia; 1

2 (ii) a subsidiary of a bank, financial institution or financial business (the term subsidiary shall have the same meaning as in section 2 of the Companies Act, Cap 388 of the Laws of Zambia); (iii) a money lender licensed under the Money Lenders Act, Cap 398 of the Laws of Zambia; (iv) a person whose business (whether or not the person carries on any other business) is that of providing finance for the acquisition of goods by way of leasing or hire-purchase; Credit Reference Agency means any data user who carries on a business of providing a credit reference service, whether or not that business is the sole or principal activity of that data user; Credit reference service means the service of compiling and/or processing credit data relating to a person (including credit scoring), for disseminating such data and any data derived therefrom to a credit provider for credit purposes and, for performing any other functions directly related to credit transactions; Person shall have the same meaning as in Section 2 of the Act. Registrar means the Registrar of Banks and Financial Institutions; Eligibility for Licensing 3. Any company duly incorporated and registered under the Companies Act (Cap 388 of the Laws of Zambia) is eligible to apply to the Registrar for a licence to operate as a Credit Reference Agency. 4. No person shall carry on the business of credit reference services (whether as principal or agent) except by or under the authority of a licence issued in accordance with the Act. Application for Licence 5. An application for a licence shall be made to the Registrar by the submission of completed form CRA 1 as set out in Schedule 1 of these Guidelines and shall be accompanied by: (i) (ii) (iii) Articles of Association Business Plan Proforma balance sheet and income statement with relevant assumptions for at least 3 years 2

3 (iv) (v) (vi) Names, addresses and occupations of persons including their corporate affiliations who would hold significant shareholdings directly or indirectly in the credit reference agency venture and the respective values of such holding as also their corporate affiliations. Particulars of the directors and key management personnel concerned with the management of the credit reference agency, including their background, certified financial position, business interests and performance of the business concerns under their control or management. Declarations from each would-be director stating whether he or she has a) Ever been convicted in any country of any crime (not including motor vehicle traffic misdemeanors?) (b) Ever been the subject of actions (cease and desist orders, consent orders, injunctions, license suspensions, or revocations etc? (c )Ever been refused any licence (except for motor vehicle operation) by any government agency or withdrawn such an application? (d) Ever been a defendant in any litigation filed in connection with the credit business? Grant of Licence 6. The Registrar may grant a licence to a credit reference agency if he is satisfied that: a. the Directors and Senior Officers of the applicant are fit and proper persons to engage in activities covered by the licence and comply with the requirements of Section 31 of the Act; b. the applicant has in place clear and comprehensive policies and procedures for use of credit data designed to ensure the security, confidentiality and integrity of credit data; c. the applicant has met any other conditions that the Bank and or Registrar may prescribe. 7. Minimum Capital Requirement (i) The minimum capital requirement shall not be less than K1 billion (interpreted as paid up capital and fixed assets directly related to the provision of credit reference services). 3

4 8. Refusal of Licence 8.1 The Registrar may refuse an application for a license to carry on credit reference agency business if the applicant does not meet the prescribed requirements. 8.2 An applicant for a licence aggrieved by the refusal of the Registrar to grant a licence may appeal against that decision to the Minister of Finance and National Planning. 9. Time Limit for decision on application The Bank of Zambia shall communicate its decision on an application for a credit reference agency within one hundred and eighty days from the date of receipt of a complete application. 10. Licence Fee Structure LICENCE CATEGORY Licence application Annual licence (Renewal) Supervisory K5.4 million K2.7 million N/A FEE 4

5 SCHEDULE I Form CRA1 BANK Of ZAMBIA APPLICATION FOR REGISTRATION AS A CREDIT REFERENCE AGENCY IN ZAMBIA (Sections 4(2) and 10(2) of the Banking and Financial Services Act 1994) (Please read the entire form before completing in block capitals) 1. NAME OF APPLICANT (Complete name under which business is conducted) 2. a) LOCATION OF OFFICE TO BE LICENSED UNDER THIS APPLICATION b) NAME AND ADDRESS OF HOME OFFICE OF PARENT COMPANY IF APPLICANT WILL OPERATE AS A BRANCH OR SUBSIDIARY 3. APPLICANT S POSTAL ADDRESS 4. CONTACT TELEPHONE NUMBER (Please state country and area codes if based outside the Republic of Zambia) 5

6 5. CONTACT FACSIMILE NUMBER (Please state country and area codes if based outside the Republic of Zambia 6. ADDRESS(Use small letters as per standard) 7. Is applicant presently engaged in credit reference services elsewhere? If yes, Yes No Date of commencement of business; Address and contact details of Head Office/or Initial Registration Countries/states in which presently operating 8. THE SHARE CAPITAL OF THE CREDIT REFERENCE AGENCY (a) AUTHORISED CAPITAL (b) ISSUED CAPITAL (c) PAID UP CAPITAL (Documentary evidence of paid up capital must accompany the application. For example, bank statement and written assurance by the external auditor. If part of the paid up capital is in form of fixed assets, the Registrar will appoint a valuer to assess the value of the assets at the applicant s expense. Such assets must be essential to the operation of a credit reference agency. Documentary evidence of title to the assets has to be made available to the Registrar on demand). 6

7 (d) STATE THE SOURCE OF CAPITAL 9. PROPOSED BOARD OF DIRECTORS: STATE NAME, NATIONALITY AND WHETHER RESIDENT OR NON-RESIDENT (Locally based directors and non-executive directors must be in the majority). Name Nationality Resident/Non-Resident 9a. SHAREHOLDERS/SHAREHOLDING OF THE CREDIT REFERENCE BUREAU TO BE REGISTERED AS FOLLOWS: Name Number of Shares Kwacha Value of Shares % of Total Shares (b) IF SOME SHAREHOLDERS MENTIONED IN 9(a) ABOVE ARE NATURAL PERSONS, STATE THEIR NAMES, NATIONALITY AND PLACE OF PERMANENT RESIDENCE. Name Nationality Place of Permanent Residence (c) IF SOME SHAREHOLDERS MENTIONED IN 9(a) ABOVE ARE UNNATURAL PERSONS/CORPORATE BODIES, STATE THEIR NAMES AND PLACE OF 7

8 REGISTRATION / INCORPORATION Name Place of Registration (d) STATE BELOW THE NAMES OF NATURAL PERSONS WHO ARE BENEFICIAL OWNERS OF SHARES IN THE UNNATURAL PERSONS/CORPORATE BODIES MENTIONED IN 9(c) ABOVE AS FOLLOWS: Corporate Body Shareholder Kwacha Value of Shares % of Total Shares 10. (a) BUSINESSES/COMPANIES ASSOCIATED/AFFILIATED WITH DIRECTORS OR BUSINESSES/COMPANIES IN WHICH DIRECTORS HOLD A SUPERIOR POSITION IN ZAMBIA Director s Name Business Interest (b) BUSINESSES / COMPANIES ASSOCIATED/AFFILIATED WITH DIRECTORS IMMEDIATE FAMILY MEMBERS OR BUSINESSES IN WHICH DIRECTORS IMMEDIATE FAMILY MEMBERS HOLD A SUPERIOR POSITION IN ZAMBIA Family Member s Name Business Interest 8

9 11. STATE BELOW THE NATURE OF EXISTING BUSINESS INTERESTS, PROFESSION OR OCCUPATION OF PROMOTERS/SHAREHOLDERS OF THE CREDIT REFERENCE AGENCY IF THEY ARE NATURAL PERSONS Name Business Interests Profession/Occupation 12. Name, address and position of each employee, sales agent, collector or similar person at the office to be licensed, whether an independent contractor or not (exclude persons with solely clerical functions. Name Number and street City Position 13. IN CASE OF A FOREIGN OWNED/CONTROLLED CRA. (That is, if more than 50% of voting shares are held by non-zambian residents/corporations registered outside Zambia who are part of an international banking / financial services group). (a) Certificate of the regulatory authority governing credit reference agency of the country or political subdivision of the country in which the head office of the bureau is domiciled, certifying that the bureau has been duly incorporated or established and when it was established by, pursuant to, or in accordance with the laws of that country or political subdivision and the title of citation of these laws. (b) A certified copy of the resolution of the directors of the bureau authorizing the establishment of the subsidiary in Zambia 14. WHETHER THE DIRECTORS/PROMOTERS/SHAREHOLDERS HAVE ANY EXPERIENCE EXPERTISE OR BACKGROUND IN MANAGING THE BUSINESS OF THE TYPE MENTIONED IN THIS APPLICATION AT 7 ABOVE OR WHETHER THEY ARE/WERE ASSOCIATED WITH ANY OTHER SIMILAR BUSINESS CONCERN AS OWNERS OR OTHERWISE: IF SO GIVE FULL DETAILS, 9

10 15. DETAILS OF PROPOSED TOP/SENIOR EXECUTIVES OF THE CREDIT REFERENCE AGENCY TO BE REGISTERED. (Please attach curriculum vitae of each of them). (a) CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR: Name Nationality Academic/Professional Qualification (Certified copies of certificates to be attached) (b) CHIEF FINANCIAL OFFICER: Name Nationality Academic/Professional Qualification (Certified copies of certificates to be attached) 16. NAME AND ADDRESS OF APPLICANT S PROPOSED AUDITORS 17. PLEASE LODGE WITH THIS APPLICATION THE FOLLOWING DOCUMENTS RELATING TO THE CREDIT REFERENCE AGENCY TO BE REGISTERED (a) (i) Articles of Association (vi) Business Plan (vii) Proforma balance sheet and income statement with relevant assumptions for at least 3 years 18. Has the applicant or any employee, officer, partner, director, member, sales agent or similar person, whether an independent contractor or not: (a) Ever been convicted in any country of any crime (not including motor vehicle traffic misdemeanors?) Yes No (b) Ever been the subject of actions (cease and desist orders, consent orders, injunctions, license suspensions, or revocations etc? Yes No (c )Ever been refused any licence (except for motor vehicle operation) by any government agency or withdrawn such an application? Yes No 10

11 (d) Ever been a defendant in any litigation filed in connection with the credit business? Yes No If the answer to any of the foregoing is yes, explain the circumstances fully using additional sheets, if necessary. 19. ATTACH CURRICULUM VITAE OF EACH DIRECTOR 20. STATE WHO IS GOING TO PERFORM THE CONSOLIDATED SUPERVISION OF YOUR GROUP. (This applies only to subsidiaries of foreign controlled credit reference agency, where Non-Zambian holds more than 50% of the voting shares in the credit reference agency who are part of a foreign registered credit reference agency). 21. *I/WE HEREBY CERTIFY THAT TO THE BEST OF MY/OUR KNOWLEDGE AND BELIEF THE INFORMATION GIVEN ABOVE IS CORRECT AND TRUE 22. CHAIRMAN (Full Names) (Signature) 23. CHIEF EXECUTIVE OFFICER (Full Names) (Signature) 24. DATE PLACE (date, month, year) (city/town, country *Delete where not applicable NOTE: Where the space provided in this form is insufficient to furnish required details, please use a separate sheet of paper indicating the relevant item of the application form. The chairman/chief executive or any duly authorized representative of the applicant company should duly sign such attachment(s). 11

12 12